CONTRIBUTORS’ PROGRAM TERMS AND CONDITIONS
These Terms and Conditions govern your use of VistaCreate Contributors’ Program (“Program”). Under the program, any eligible user may register on the Site as contributor, upload the user’s designs and get paid if VistaCreate decides to buyout the user’s intellectual property right in and to the designs.
VistaCreate is part of the Cimpress plc group of companies. A list of all Cimpress affiliated brands can be found by visiting https://cimpress.com/our-businesses. Cimpress plc, together with its subsidiaries and affiliates, including but not limited to VistaCreate, is referred to in these terms and conditions as “Cimpress”.
Eligibility and participation
Any interested user of VistaCreate can apply for participation in the Program. VistaCreate may introduce certain initial pre-requisites for the application, such as reviewing the guidelines, joining Facebook group, using English text only, using fixed formats, etc.
As part of the application, you will be required to create and submit several design samples for examination by VistaCreate content team. The content team decides whether to approve any designs or users at the team’s sole discretion and reserves a right to reject any design. VistaCreate can also order specific designs from you under briefs prepared by VistaCreate content team.
If the submission is successful, VistaCreate approves your participation and selects your designs, you automatically transfer your intellectual property right in and to the designs as described below.
The designs will be evaluated under various factors, which, among others, may include compliance with briefs, composition, typography, color scheme and combination of design elements with each other.
You will be able to withdraw the earned funds through any payment vendors available at VistaCreate, provided that the minimum amount of withdrawal is $50. The balance will remain and accumulate on your account at VistaCreate.
Payment under these terms and conditions is the sole remuneration due from VistaCreate for the purchase of designs. VistaCreate will not be liable for any fees, expenses, commissions, damages, royalties or other payments to you or any third parties, whether incurred before creation of designs or as a result of their commercial exploitation, including payments to any organizations or societies collecting or administering royalties on behalf of creators.
VistaCreate may withhold taxes from your compensation, depending on your country of origin, information supplied by you or tax authorities, or other factors. VistaCreate may also change the payment terms at its sole discretion at any moment with or without prior notice.
Intellectual property rights
By submitting your designs to VistaCreate, you agree that upon VistaCreate’s approval you will irrevocably sell, assign, transfer, and conveys to VistaCreate all your copyright, title, and interest in and to the following (collectively, “Acquired Rights”):
- the submitted designs, images, sounds, illustrations, videos, photographs, vector files or other elements incorporated therein, together with any electronic files describing and defining it, any subsidiary graphics and/or other still or moving images or sounds used to represent it, and information about it, including but not limited to author, the date it was created and other data (collectively, the “Designs”);
- all licenses and similar contractual rights or permissions, whether exclusive or nonexclusive, related to any of the Designs;
- all royalties, fees, income, payments, and other proceeds now or hereafter due or payable to you with respect to any of the foregoing;
- all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, violation, breach, or default; and
- all your other rights, privileges, and protections of any kind whatsoever accruing under any of the foregoing provided by any applicable law, treaty, or other international convention throughout the world.
If required by VistaCreate, you shall also execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated herein and the documents to be delivered hereunder.
Without limiting the foregoing, at VistaCreate’s request you shall execute and deliver to VistaCreate, at VistaCreate’s expense, such assignments and other documents, certificates, and instruments of conveyance in a form reasonably satisfactory to VistaCreate and suitable for filing with the United States Copyright Office and other recording governmental authorities in all applicable jurisdictions (including with respect to legalization, notarization, consularization, apostille, transfer of copyright, and to vest in VistaCreate all right, title, and interest in and to the Acquired Rights in accordance with applicable law. You shall take such steps and actions, and provide such cooperation and assistance, to VistaCreate and its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents, as may be reasonably necessary to effect, evidence, or perfect the assignment of the Acquired Rights to VistaCreate, or any of VistaCreate’s successors or assigns.
Contributors’ warranties and representations
By uploading your designs, you represent and warrant that the statements contained in this section are true and correct as of the date of upload and do not contain any untrue statement of material fact or omit any material fact necessary to make the statements are not misleading under the circumstances under which they were made.
- Authority; Enforceability. You have the full right, power, and authority to enter into these terms and conditions and perform your obligations hereunder. The execution, delivery, and performance of these terms and conditions have been duly authorized by all necessary organizational actions, and, once the designs are approved by VistaCreate, these terms and conditions will constitute a legal, valid, and binding obligation enforceable against you.
- No Conflicts; Consents. Your execution, delivery, and performance under these terms and conditions, and the consummation of the transactions contemplated hereby, do not and will not:
- violate or conflict with the certificate of incorporation, by-laws, or other organizational documents;
- violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation;
- conflict with, or result in (with or without notice or lapse of time or both), any violation of or default under, or give rise to a right of termination, acceleration, or modification of any obligation or loss of any benefit under, any contract or other instrument to which these terms and conditions or any of the Acquired Rights are subject; or
- result in the creation or imposition of any encumbrances on the Acquired Rights.
- Ownership. You own all right, title, and interest in and to the Acquired Rights, free and clear of liens, security interests, and other encumbrances. You are in full compliance with all legal requirements applicable to the Acquired Rights and your ownership and use thereof.
- Registrations and Applications. You did not make any application and have not registered any intellectual property rights in and to the designs or the Acquired rights.
- Validity and Enforceability. The Acquired Rights are valid, subsisting, and enforceable in all applicable jurisdictions, and are not subject to any pending or threatened challenge or claim to the contrary. No event or circumstance (including any failure to exercise adequate quality control or any assignment in gross without the accompanying goodwill) has occurred or exists that has resulted in, or would reasonably be expected to result in, the abandonment of any Acquired Rights.
- Non-Infringement. The registration, ownership, and exercise of the Acquired Rights by VistaCreate did not, do not, and will not infringe or otherwise violate: (i) copyright, trademark or other intellectual property or proprietary right of any person; and (ii) right of privacy or publicity, any obligation of confidentiality or create any other liability in tort. The designs are accompanied by releases from the models or to the property depicted in the designs, that authorize transfer of rights and enforcement of warranties set forth herein.
- Legal Actions. There are no actions (including any opposition or cancellation proceedings) settled, pending, or threatened:
- alleging any infringement, misappropriation, dilution, or other violation of the intellectual property rights of any third party based on the use or exploitation of any Acquired Rights;
- challenging the validity, enforceability, registrability, or ownership of any Acquired Rights or your rights with respect thereto; or
- by you or any third party alleging any infringement or other violation by any third party of any Acquired Rights.
Consenting to these terms and conditions, you agree to indemnify, defend and hold Cimpress, its affiliates, its contributors and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "VistaCreate Parties") harmless from and against all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred by any VistaCreate Party as a result of, or in connection with, any breach or alleged breach by you or anyone acting on your behalf of any part of these terms and conditions.
Cimpress reserves the right to assume the control and defense of any matter or require compensation or indemnification from you at your expense. In this case, you agree to cooperate with Cimpress’ defense in case of such claim.
You acknowledge that:
- a breach or threatened breach of any of your obligations or warranties under these terms and conditions would give rise to irreparable harm to Cimpress for which monetary damages would not be an adequate remedy; and
- if a breach or a threatened breach of any such obligations or warranties occurs, Cimpress will, in addition to any and all other rights and remedies that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to:
- post a bond or other security; or
- prove actual damages or that monetary damages will not afford an adequate remedy.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL CIMPRESS, ITS EMPLOYEES, MANAGEMENT, PARTNERS, SHAREHOLDERS, AND AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH LOST BUSINESS, ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OTHER BENEFITS, DAMAGES ARISING IN CONNECTION WITH OTHER FINANCIAL LOSSES IN CONNECTION WITH CLAIMS OF ANY KIND, PETITIONS, ACTIONS OR OTHER EVENTS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, EVEN IF CIMPRESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES REGARDLESS OF WHETHER THE EVENT AND FAILURE HAPPENED BECAUSE OF INFRINGEMENT ON INTELLECTUAL OR OTHER PROPERTY, WAS BASED ON A BREACH OF LAW, NEGLIGENCE, CONTRACT LIABILITIES OR OTHER SIMILAR CAUSES AND SITUATIONS.
EXCEPT IN CONNECTION WITH PAYMENT OBLIGATIONS under these terms and conditions, Cimpress’ TOTAL MAXIMUM OBLIGATION AND LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO TEN US DOLLARS ($10.00).
If effective laws and normal acts do not allow exclusion of liability and limitations to the full extent for indirect or casual damages, all above-stated limitations and exclusions shall not by applied to the User. In case of a situation falling under such jurisdiction, the liability of Cimpress or any of its employees, directors, shareholders, partners, license holders or agents shall be limited to the maximum value permitted by the law.
Either you or VistaCreate are free to terminate the agreement under these terms and conditions at any time. This does not impact the transfer of rights to the designs, all of which will remain sole property of VistaCreate.
VistaCreate reserves the right in its discretion to suspend, change, modify, or eliminate the Program, this Agreement, or your participation In the Program, at any time with or without notice.
This Agreement will be terminated without derogations or impairment to the rights of Cimpress, limitations and defense of liabilities provided in accordance with these terms and conditions, which defense, limitations of liabilities and rights shall survive termination.
These terms and conditions are governed by the laws of the New York, USA.
The validity, interpretation and enforcement of these terms and conditions, matters arising out of or related to performance or breach of these terms and conditions, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of these terms and conditions, matters arising out of or related to performance or breach of these terms and conditions, and related matters, shall be brought exclusively in the State or Federal courts located in the State and County of New York. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these terms and conditions
You agree to service and process of all necessary notifications directed to you at the postal address indicated during registration at the Site. You agree to refrain from:
- any rights that you could have to the process or result of a trial by jury;
- taking part or organizing any collective claim against Cimpress in connection with the Site work, provisions of these terms and conditions or any agreements considered herein.
If Cimpress is obligated to go to non-arbitration court for collection of any payable fees or enforcement of its rights, you agree to reimburse Cimpress for all expenses, payments and fees in the event that Cimpress is successful.
Absence of a result of actions performed by VistaCreate for organization or control of accurate implementation of the provisions of this or affiliated agreements shall not and cannot be construed as waiver of any rights or provisions.
You may not assign these terms and conditions and/or transfer your rights and obligations under terms and conditions fully or partly to any third parties. VistaCreate may freely assign these terms and conditions and/or transfer its rights and obligations fully or partly to any third parties upon VistaCreate sole and absolute discretion.
For any questions in connection with the provisions of this document, please contact VistaCreate at [email protected].
IN ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND FURTHER AGREE THAT THESE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE USER AND VISTACREATE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE USER AND VISTACREATE RELATING TO THE SUBJECT OF THESE TERMS AND CONDITIONS.
IN CASE YOU DON’T AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD CEASE USING THE SITE OR ANY FEATURES OF THE SITE GOVERNED BY THESE TERMS AND CONDITIONS; BY USING THE SITE AND ITS FEATURES, YOU IMPLICITLY AGREE WITH ALL THE PROVISIONS OF THESE TERMS AND CONDITIONS.
Disclaimer: The original, legally binding version of this document is written in English, and it is translated into other languages for the courtesy of our non-English-speaking users. If there are any discrepancies between the English version and a translated version, the English version supersedes the translated version.
Last update: Apr 27th, 2022